Lana sat at the end of the long table at the back of the lab, feet propped up on the surface and hands occupied with opening a small bag of jalapeño corn chips. To her left sat Lena, hunched over an expensive wristwatch that lay in pieces next to a small case of tools. A tiny screwdriver whirled its way through her fingers.

Lena had invited Lana down here in an effort to get both their minds off current events. Using her hands and having a project worked wonders for Lena, and she hoped it would help the redhead as well. What was supposed to be a quick run-through on watch anatomy turned out to be a full-on lecture, and now Lena was reassembling her own accessory with the casual speed of a veteran. Her pace belied the meticulousness of her movements; it was easy to get lost in the mindlessness of rote performance.

"I know you're just trying to distract me," said Lana, "but I appreciate it."

Ever the multitasker, Lena answered immediately. "Don't know what you mean. I just wanted company while I fixed my watch."

Lana gave her a look. "It wasn't broken. And it would've taken you less time to do it silently instead of teaching me watch maintenance for almost an hour."

"Are you complaining?"

"No. Okay, maybe."

"Well, maybe I'm teaching you so next time I won't have to do it myself. I can be incredibly lazy."

"Right. Miss 'I have a Master's degree at 19' is lazy."

Nimble hands attached the outer casing, finally completing the reassembly. Lena tried to keep her budding smile under control at Lana's words and failed spectacularly. She snuck a look at the redhead. Lana was suddenly much closer, brushing her hair behind her ear and ducking her head low. Lena hadn't seen her move, and now the lack of distance between them was intensely apparent. She brought the watch up to her ear. A soft ticking filled the air.

The two of them were encased in a bubble of silence save for the noise of the watch. All ambient sounds faded away. Lena was acutely aware of the cold metal on her fingertips, the chill of the air conditioned lab, and the soft smell of vanilla mixed with the tiniest whiff of jalapeño. Lana turned and grinned at her just then, and Lena's breath caught in her chest.

Had Lana's eyes always been so bright? Lena wasn't sure. Normally they were a light brown, and now so much so that even under fluorescent lights they seemed to turn a dark gold. Lena returned a small, tentative smile but looked away quickly. A warm buzz crept its way up her neck. She willfully ignored it.

Suddenly she was back in boarding school, fifteen again and overwhelmed with the fluttering realization that she wasn't only romantically interested in boys (in fact, she was more than positive now that she preferred girls by a large margin). Her longtime crush on one of her only friends, Jack, was nearly eclipsed by a sudden and tumultuous fling with a girl named Veronica. The weeks after had Lena enduring nightmares about Jack and Veronica, and sometimes both at the same time. It had been a rude awakening, to say the least.

Now, Lena cursed the abruptness with which her feelings tended to develop. The entire length of the fellowship had gone by and she'd felt nothing other than cordiality with the other fellows and mild camaraderie with her roommates. Unfortunately, that seemed to be changing very quickly in one case.

"Sounds like it still works," said Lana, fishing a napkin out of her small bag underneath the table.

"Of course. I'm not an amateur, you know." The crooked smile and raised eyebrow belied Lena's haughty tone. She hoped to God she wasn't blushing.

"I'm starting to think you aren't human, either. I've never seen you fail at anything. You're all kinds of amazing."

Lana went back to snacking, clearly comfortable with the ensuing silence. The unexpected compliment was a sucker punch to Lena. She was fiercely appreciative, but wasn't sure how to express that without sounding clingy, fake, or too emphatic.

What could she say? Thanks? (No, that would be too trite and devoid of emotion.) You're amazing too. (No, it's just repeating the notion because it was said to her and therefore doesn't mean anything.) Should she downplay the praise? (No, that would make her seem difficult, like she couldn't take a compliment.) But she had to say something .

Lena was saved by Lana's hum to get her attention, sucking the crumbs off the tip of her thumb and raising her eyebrows. The wet pop that hit the air as Lana's lips and hand parted ways was impossible for Lena to ignore. It might as well have been a thunderclap.

Lana angled the bag in Lena's direction with her other hand. "Want some? They're delicious."

Lena swallowed hard amidst the tension in her throat. "No, thank you. I'm not a fan of corn chips….or spicy foods."

Lana turned to Lena with a scandalized expression. Then she heaved a heavy sigh before shaking her head in disappointment.

"Damn, looks like we can't be friends anymore. Spicy isn't for everyone but I just can't associate with those who can't appreciate a good corn chip." She popped another into her mouth for emphasis, then gave the brunette a look of exaggerated sorrow. "I'm sorry, Lena, but this is goodbye."

Lana pretended to wipe a tear away, sniffling loudly and hanging her head.

"You're so annoying," chuckled Lena, shaking her head. She tried, but found she couldn't really make eye contact. She repacked her tools instead.

Lana's face went back to normal, trademark smirk playing on her lips. She rolled and folded her half-eaten bag of chips and stuffed it in her bag. "True. But people still deal with me because I'm equally attractive."

And then some, thought Lena. Externally, she didn't respond. Lana continued with a sigh.

"You look a little bothered, too. Is everything okay? You know, besides the whole potential alien phenomenon we're currently hiding from."

Lena leaned back in her chair, watch still ticking in her hand. She thought of the news and mild hysteria going on upstairs. She thought of the new initiatives the Luthors had undertaken. She thought of the Flying Man, and she thought of Lex. So many changes in her life had happened so quickly and she was still reeling. Lena had been so focused on the fellowship that she never allowed herself to feel and process her worries. They were too close to catching up with her, but as much as she wanted to take advantage of this opportunity to unload, she knew she could outrun them a little longer.

"Thank you for asking," said Lena sincerely. "But I'm okay, really. Maybe the nerves over the expo have finally gotten to me."

Lana turned in her chair to face Lena directly. Her eyes were suddenly piercing and her expression was much more serious than before. Lena couldn't look away. "You sure?"

Lena nodded. Lana didn't push further.

After a moment of gathering courage, Lena held out her hand with her watch still in it. "Try it on."

Lana eyed her suspiciously, but complied. "This better not give me a rash."

She slipped it onto her left wrist and closed the clasp. Lena could see Lana's interest and appreciation of the accessory as she examined it with her arm outstretched. Truly, it was a beautiful thing - a rose goldtone stainless steel bracelet watch with a silver dial and clear crystals inlaid around both the band and watch face. It had been a Christmas gift from Lillian, but Lena was smart enough to deduce that all the thought behind it had been Lionel's. Lillian had never paid attention to anything she liked except for Chess, and had proved on many occasions that she had no inkling of Lena's personal style at all. Yet she adored this watch, so Lillian couldn't possibly have picked it.

"How do you like it?"

Lana gave a preoccupied smile. "It's pretty...and elegant. Definitely looks expensive."

"It probably is. You can have it if you like."

Lana's eyes flew open with an incredulous look. "What? Are you crazy? I can't take this."

"Sure you can," Lena smiled. "I'm giving it to you."

Lana stood up, chuckling nervously. She suddenly had this awkward energy that Lena could sense, and the brunette cursed herself for being too forward with what was obviously too big a gesture. Oh well, she thought roughly, can't take it back now.

"No. No, no, no," defied Lana. "This - this is yours . You can't give me this."

"I just did. Like, literally just now."

"Lena-"

"You'd actually be doing me a favor," Lena goaded. "This was a gift from someone in my family I don't particularly like, so it has no sentimental value. I only wear it because it's pretty and it tells me the time. It looks better on you, if I'm being honest."

Lana's mildly distressed look softened, and Lena knew she was wearing her down.

"Come on," she continued. "I don't really want it, and I know you like it, so just take it."

Lana's jaw clenched and unclenched as her eyes floated around the room. Lena watched her shake her head repeatedly, the waves of her hair flitting about her face like curtains framing a sunlit window. Something clicked then, and Lena felt a pang of sympathy mixed with regret. This was obviously a bit much, but she could tell the gesture actually bothered Lana. Lena recognized the signs.

She thought of her sponsored lessons in behavioral psychology, imperative by Luthor standards. Lionel told her that getting to know "how people collectively tick" would "reduce conflict and help things go your way." Lillian put it more bluntly. To her, it was about controlling people and exploiting weaknesses to make them do what you want. But Lena was thankful she could use her lessons in a way that was considerably less selfish.

Given how long she'd known Lana so far, Lena realized that she probably had to build a sense of confidence, self-sufficiency and extreme independence for herself out of necessity. Lana never talked about her parents, to Lena's recollection, but she would be surprised if Lana ever told her she had a good relationship with them. Lena was ready to rescind her offer. Luckily, she didn't have to.

Lana exhaled in a huff, side-eyeing Lena with a shake of her head. "Fine. But I'm going to give you the coolest Christmas gift ever and there's nothing you can do about it."

A broad smile illuminated Lena's face. Her cheeks were almost sore from smiling so much, but she didn't mind. "Deal."

A loud, high-pitched ringing sound blared through the room just then, slamming her out of the moment. The lights flickered rapidly, disorienting the both of them. It was the building's emergency alarm system. Lena raised an eyebrow. It would be naive to hope that one of the project demonstrations went awry upstairs, but she indulged herself anyway. Lana cursed and left the room with haste. Lena followed close behind.

/

Clark heard the screams from halfway across the Pacific Ocean. He'd gone through Delhi first without a hitch, but Kita, Tokyo was another story. He disabled the device there in under a minute, but the damage had been done. It was just as Dev predicted. Energy pulses radiated in waves. Those closest to the epicenter were strong enough to make impacts on the physical environment and Clark had watched in a panic as cars got crushed and buildings started to crumble. The sheer force of the blasts had killed the people milling outside. Bodies were torn, smashed, and mangled in ways that Clark had never seen even in his worst nightmares, and it was all he could do to ignore them and focus on those who could still be saved. The flying debris and half-destroyed buildings still posed a threat.

Surprise, wariness, and gratitude momentarily eclipsed the tension when Dev made an appearance to assist him. Clark didn't ask what kind of "chaos" he'd decided to cause, but instead thanked him for the help. Communication was minimal despite the mayhem and confusion; they found that they worked together rather well without it. Since Clark had the superior powers, he elected to do damage control while Dev got civilians out of harm's way. He was a little more forceful than Clark would've liked, but the situation was dire and too many people were yelling and running, with no knowledge of where the dangers were coming from. Dev didn't speak any Earth languages either, so he couldn't exactly ask them to work with them. Many times he had to fly the most panic-stricken out of harm's way himself.

Flying over Asukayama Park, Clark saw a third of the trees uprooted. Some people were injured by falling branches, some were helping the injured, and some were just running. Looking beyond, though, Clark saw that everything else stretching northwest was untouched. This seemed to be the edge of the device's radius, and he was thankful that most of the immediate damage had been relegated to about three square blocks.

During a small reprieve, Dev stood by Clark and looked to the sky. An annoyed grimace appeared on his face.

[What is it?] asked Clark. Dev sighed.

[Jax is coming.]

After a moment, Clark found the Kryptonian high in the sky on course to where they were. Dev continued.

[You still have work to do. Go and finish it. I'll deal with him.] His unchanging tone of boredom seemed incongruous to Clark in terms of the situation, but he guessed that was just his personality. Almost an afterthought, Dev mumbled, [I would very much like to kill him.]

Dev took off into the air before Clark could respond. He'd had something to say about that, but they'd already wasted precious time. Saving civilians and minimizing collateral damage took much longer than causing it, and looking around now, Clark's mounting anger made itself known because of it.

With all the genetic manipulators destroyed, Clark tore across the sky again like a javelin He could feel himself losing composure. Death was stuck across his mind in a loop, igniting a conflagration of rage in his heart. Zod probably accounted for this. The more destruction he caused, the more people were put in danger. And Clark would always go to help them, slowing him down and allowing the former Phantom Zone prisoners more time to execute their plans to their liking. Doing the right thing made Clark predictable, and worse, it made him play into Zod's hands. But what else could he do?

After Clark learned of his alien heritage, loneliness was even more evident than he'd wanted to admit. He wanted so badly to find someone - anyone - like him, and despite his knowledge of the prisoners he'd secretly hoped he could connect with them. But that notion had been trashed almost immediately and now Clark was disgusted with how naive he was. Was this truly Krypton's legacy? Was this how Krypton made its place in the universe? His limited knowledge already told him that it had been far from ideal, and if all this chaos was what the remnants of such a place had to offer, then he wanted nothing to do with it.

Surveying the sky once again now that he was over halfway back to Metropolis, Clark saw that Zod's warship hadn't moved much in its time above the bay. But it was moving, and getting closer to New Troy with each passing second. He had to get Zod and the ship away as quickly as possible, but the odds were definitely not in his favor. It was still three against one even if he didn't have to worry about civilians.

The air shifted around him, and this time he took note. A quick glance to the rear showed Jax back on his tail with Dev nowhere in sight. The blank look on his face sent shivers down Clark's spine. That was what Zod had planned for so many, all in preparation for someone who had a good chance of being worse. After seeing the destructive effects of their invasion firsthand, Clark was past negotiating.

Clark made a direct line for Zod's ship, heart hammering in his chest with the anticipation of meeting it. He barely had a plan. Zod and Faora were just as powerful, and he had no idea where Dev was at the moment. Humans didn't have a way of stopping them or holding them. The only foreseeable option was to send them back to the Phantom Zone.

After learning what he had of Krypton's history, Clark was not a fan of the concept of the Phantom Zone and its uses. It seemed oddly cruel for a civilization so advanced. He hadn't wanted to make the same decision, but there didn't seem to be much choice.

"Kelex!" he called against the wind.

"Yes, Kal."

Clark breathed a sigh of relief and swerved northward. "You've been a great help already but I need one more favor."

"Of course."

"Is there anything in the Fortress I can use to access the Phantom Zone?"

"The phantom drive in your ship is available and operational. Jor and Zor were responsible for revolutionizing intra-planetary travel and designed the most current phantom drives. In actuality, they are just projectors attached to navigation systems. "

Clark hadn't needed all that information, but he was grateful. "So...all I have to do is disconnect it."

"Precisely. Additionally, the Fortress's dimensional cloaking capability does have access to the Phantom Zone as an option, though it is not recommended."

"Swell. Thanks, Kelex." Clark came up on Metropolis then, and looked back to see Jax still in pursuit. Judging by their last encounter, Clark figured his fighting ability worked on instinct. Hit him hard and fast then, Clark thought. He had no way of knowing, but he prayed that whatever Zod had done to Jax made him impervious to pain.

It was likely that he'd have to defend himself against all three of them at the same time. Faora wouldn't be incapacitated indefinitely. He grit his teeth as the front of the ship came into full and easy view. That sacrifice he'd have to make. Clark threw his arms in front of him and put on one last burst of speed as he came upon the front shielding.

Clark tore right through the front of Zod's ship to land on the far side of the bridge. He skidded to a halt and whirled back around to find Jax coming in after him, reaching out. Catching his arm at the bicep, he wrenched him out of the air and brought Jax straight down to the floor. Clark twisted, dropped his knee onto Jax's back and pulled. It fell like a lever at an odd angle, and he slammed his other fist into Jax's upper arm, eliciting a sharp crack that startled even himself. Part of his body went limp, but there was no indication that the brainwashed Kryptonian had even felt it. Jax rose straight up into the air with him on his back, slamming Clark into the ceiling with a boom.

[The hull has been breached. Emergency lockdown engaged,] came Kelor's voice.

Clark shoved the other Kryptonian off and blasted his heat vision concussively, knocking him over the command center and onto the bottom entrance of the area. Jax rose again immediately, right arm hanging loosely at his side. He lunged again and caught him with a punch to the chest before Clark could dodge. His body barely reacted to hitting the closest wall, but the way his chest heaved when he coughed for air told him enough. He didn't need to get hit like that again.

Before Clark could get his bearings, something slammed into his head and he immediately hit the floor. His eyes searched, slowly focusing to see another man now standing next to Jax. He stayed where he was, eyes turned to his commander.

[Thank you, Jax. You have served your purpose well,] said Zod. A sudden, awful snapping sound filled the air just then, and Jax slumped to the floor to land flailed at an awkward angle. His eyes stared blankly in Clark's direction, no different than from a moment ago.

Clark was hit with a sense of empty shock, followed by the feeling of being dragged upward by his neck.

[I am disappointed, Kal-El.]

His own answer came out as barely a croak. [Zod. Stop this.]

[Just like your father, you are too naive to see what should be done. He preferred the hard way as well.] Zod tossed him across the bridge. [You are but one man with no hope of stopping us. Even if you could, what will you do when my liberator arrives? You need us.]

Zod moved and in an instant he was at Clark's side, shoving his foot into his ribcage. Clark let out a groan that turned into a small wheeze. The general continued. [Do you think yourself so mighty that you could stop him on your own? Quite the delusion.]

Zod launched Clark into the air with his foot and then slammed his fist into his stomach. Clark doubled over in midair and was greeted with a backhand from Zod. The general leaned over him and met his eyes. The younger Kryptonian was surprised to see that behind the hard look Zod offered him, there was pity.

[It is a great tragedy that you did not get to witness Krypton's splendor. That you did not get to live the life you should have. I am offering you a home, Kal-El. I am offering you a civilization, a people. We can even change the terrain to match Krypton. Don't you long to truly be with your own people? To belong? You can have all of this, yet you seem to want to choose between watching Earth die now, or watching it die later.]

Clark looked back at Zod with disdain. He was cloaked in shadow, and for a moment Clark could not tell where the edges of his black suit ended or where the darkness began. During their earlier meeting, Zod's face and demeanor had been more meandering, more aloof. Now his expression was hard with the stoicism that comes with conviction. Clark's eyes flitted over to Jax, lifeless and unmoving.

[You talk about civilization, but then you strip your people of their free will and discard them. What makes you any different from the Council?] The flicker in Zod's eyes at his accusation gave Clark a dark sense of satisfaction.

[You continue to surprise me, Kal-El. A valued asset would you be, were you not so stubborn,] answered Zod with a piercing look. Clark made to stand, but another blow from Zod sent him right back to the ground. [I don't want genocide. I don't want extermination. I want to restore Krypton and raise it to the glory it deserved. I'd prefer not to rebuild it on the ashes of this world, but I will if I must. Free will is essential to true life, yes, but what good is it if they use it to doom themselves? What life will they have then?]

A realization came to Clark.

[That's what you did, isn't it? That's why they sent you to the Phantom Zone. Because you wanted to force people to save themselves if they didn't do it on their own.]

Zod's expression faded into one of preoccupation. He clenched his jaw. [I was prepared to do anything to ensure that Krypton would be saved, but because of the Council's stubbornness, it exists no more. Do not make the same mistake.]

Clark pressed on. [I can't let you turn the whole world into your mindless army.]

[Only those that don't decide to join me in changing their planet and defending it need worry, as well as those who live out their usefulness. All else will live as they do now, and I will lead them through the worst when it comes calling.]

Clark's labored breathing steadied, but the taste of blood kept his adrenaline high. [All you want is power. Otherwise you wouldn't have sent the drones first.]

[There are more people on this planet now than there got to be on Krypton. I can afford to make examples of them in the effort to make you submit. Intimidation tactics for incentive, if you will.] Zod surged forward and shoved his boot into Clark's chest to bring his heel down. He leaned over him, grinding Clark down into the floor with his foot. [Much like this. Kelor, fire on everything below.]

A rumble shook the ship. By now, they'd already be over New Troy, and an explosion of noise confirmed Clark's fears. He could hear the tearing of metal and the crumble of brick and concrete as the ship hit everything within range. A sudden strength flared within him amidst the pain. His eyes glowed red.

A savage burst of heat vision caught the general full in the face and blasted him backward across the open area. The scent of burning flesh wafted back toward Clark as Zod hit the floor in a heap, growling.

Clark was ready to continue the onslaught but doubled over before he could take another step. Not even fully standing yet, all he could register was an acute, nauseating pain he'd felt only once before.

To his right stood Dev-Em, holding one of the glowing minerals from the warehouse in an outstretched hand. Clark hadn't even heard him arrive, and paid the price for it. Zod rose to his feet, but didn't retaliate or move closer. Dev had the audacity to look apologetic.

[Sorry,] he said to Clark, [but did you really think yours was the winning side?]

"You bastard," spat Clark through gritted teeth, using what little strength he had to glare at Dev.

[I don't know what that means but your tone didn't sound very friendly. I suppose I can't blame you, though.]

[Enough,] Zod commanded. [You have given me no choice. I would have preferred not to do this to another Kryptonian as there are so little of us left, but you don't have to come willingly. Dev, take him.]

Clark's arms shook with the weight of holding himself up as he knelt by the Daxamite. The heaviness of his body threatened to overtake him, but with all the energy he could muster he made one last play. A thin, powerful blast of heat vision pierced the rock in Dev's hand, shattering it into pieces.

A small part chipped off and ricocheted back into Clark's face, slicing across his cheek. The puff of mineral dust was too close to avoid, and his throat and lungs seized up as he struggled to breathe. Dev's hand was steaming and he cursed in annoyance, holding it in his other hand gingerly. Zod reacted with a sharp grunt of pain and stumbled backward before regaining his balance. A long shard of the glowing rock stuck out of his left shoulder.

Coughing and sputtering, Clark somehow managed to get to his feet. Pieces of the mineral lay strewn across the floor, their threat significantly diminished. But he still felt drained and afflicted. Even with Zod injured, he still had a powerful Daxamite to deal with. Dev's durability held up against the radioactive shards, but Clark could see the general struggling to remove the shard and ultimately failing, which gave him resolve.

Clark pushed off his feet with as much speed as he could. He slammed into the Daxamite with the right side of his body in an instant, sending him careening through the debris on the bridge. But it wasn't enough.

Dev stopped himself in midair, looking back at Clark with a resigned expression. [I guess I deserved that.]

In a blur, the Daxamite was at Zod's side, unceremoniously tearing the shard out of his shoulder. Before Clark could react, Dev moved again, thrusting the jagged piece of rock into his stomach twice. At first, it felt like he'd been punched. Then the pain flared and Clark could feel the blood flowing out of him. His already drained and fatigued body was failing him, and it was all he could do to keep himself standing.

But it was all for naught. Dev delivered one more blow to his face, and Clark fell to his knees. The ship seemed to wobble before his eyes. Slumping sideways, his vision went black.